Securityholder Representative Expenses definition
Examples of Securityholder Representative Expenses in a sentence
Any such Securityholder Representative Expenses may be recovered at the election of the Securityholder Representative, at any time from: (i) the Expense Fund; (ii) the Escrow Fund, at such time as remaining amounts would otherwise be distributable to the Indemnifying Holders and to the extent any funds remain in such fund; or (iii) from the Indemnifying Holders directly according to the Indemnity Pro Rata Share of each Indemnifying Holder.
If not paid directly to the Securityholder Representative by the Indemnifying Parties, any such Securityholder Representative Expenses will be recovered by the Securityholder Representative first, from the Expense Fund and second, from, if then available after satisfaction of all claims of an Indemnified Party, the amounts in the Escrow Fund prior to any distribution thereof to the Indemnifying Parties.
The Expense Fund Amount shall be held by the Securityholder Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”).
As soon as all such Securityholder Representative Expenses have been properly paid, the Escrow Agent shall immediately deliver the remaining portion of the Representative Reimbursement Amount to the Company Securityholders.
The Securityholder Representative Expenses Reserve shall be used to pay the Securityholder Representative Expenses and Advisory Committee Expenses in accordance with Section 8.8(b).
Each Company Securityholder further agrees that he, she or it shall promptly reimburse the Securityholder Representative for his, her or its allocable share of any Securityholder Representative Expenses.
The Expense Fund Amount shall be held and distributed in accordance with the provisions of this Agreement, and will be available to cover the Securityholder Representative Expenses as provided in Section 7.8. The amount of cash, if any, each Consideration Recipient is entitled to receive pursuant to Section 1.6 shall be rounded to the nearest cent and computed after aggregating cash amounts owed to such Consideration Recipient.
Such Securityholder Representative Expenses may be recovered first, from the Expense Fund and second, from any distribution of the Holdback Shares, Earnout Consideration or Contingent Consideration otherwise distributable to the Consideration Recipients at the time of distribution, and third, directly from the Consideration Recipients on a proportional basis based on their respective Pro Rata Share.
Any Securityholder Representative Expenses above the amount in the Representative Fund shall be paid by the Shareholders on a pro rata basis in accordance with its, his or her Pro Rata Portion of the Merger Consideration received hereunder.
If any Securityholder Representative Expense is finally adjudicated to have been directly caused by the bad faith, gross negligence or willful misconduct of the Securityholder Representative, then the Securityholder Representative will reimburse the Indemnifying Parties the amount of such indemnified Securityholder Representative Expenses to the extent attributable to such bad faith, gross negligence or willful misconduct.